2010 Tennessee Code
Title 48 - Corporations And Associations
Chapter 26 - Records and Reports
Part 1 - Records
48-26-101 - Corporate records.

48-26-101. Corporate records.

(a)  A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.

(b)  A corporation shall maintain appropriate accounting records.

(c)  A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class and series, if any, of shares showing the number, class, and series, if any, of shares held by each shareholder.

(d)  A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(e)  A corporation shall keep a copy of the following records at its principal office:

     (1)  Its charter or restated charter and all amendments thereto currently in effect;

     (2)  Its bylaws or restated bylaws and all amendments to them currently in effect;

     (3)  Resolutions adopted by its board of directors creating one (1) or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding;

     (4)  The minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three (3) years;

     (5)  All written communications to shareholders generally within the past three (3) years, including any financial statements prepared for the past three (3) years under § 48-26-201;

     (6)  A list of the names and business addresses of its current directors and officers; and

     (7)  Its most recent annual report delivered to the secretary of state under § 48-26-203.

[Acts 1986, ch. 887, § 16.01.]  

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